Temporary Professional Services Agreement

This Temporary Professional Services (the “Agreement”) sets forth terms under which Appirio Inc. and its affiliates (“Appirio”) shall provide a customer and its affiliates (“Customer”), with certain professional services described on Statement(s) of Work. This Agreement is only applicable to Appirio’s temporary professional services offerings.

1. Services. Appirio agrees to provide Customer with the Service Provider(s) (“Service Provider(s)”) identified in the Statement(s) of Work that reference this Agreement, in solely a staff augmentation capacity. The Statement(s) of Work outline the mutually agreed temporary professional services (“Services”) such Service Providers will provide to Customer. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution. Customer agrees to provide Service Provider with reasonable access to Customer materials, resources, personnel, equipment or facilities to the extent such access is necessary for the performance of Services. To the extent that Customer does not provide the foregoing access required for Service Provider to perform the Services, Appirio and Service Provider shall be excused from performance until such items are provided.

2. Changes to Scope of Services. If Customer desires to change a Statement of Work, Customer will submit a written request to Appirio detailing the proposed changes. If Appirio and Service Provider wish to accommodate such changes, Appirio shall prepare an amendment to the Statement of Work detailing the changes, any fee adjustments required as a result of such changes, any adjustments to Service Provider’s schedule or timeline for delivery of Services required as a result of such changes, and any other adjustments (a “Change Order”). If the Change Order is agreeable to Customer, both parties will execute the Change Order.

3. Payment. Customer will approve an electronic time record of Service Provider’s Services at the end of each week. Appirio shall bill Customer weekly for the total hours worked, and all such invoices are due upon receipt. Customer acknowledges that any delay or dispute on its part with respect to the approval or payment procedures set forth above may result in a suspension of Service Provider’s Services pending resolution. All payments are non-refundable and shall be made in U.S. dollars. This includes any applicable sales and service taxes, which shall be Customer’s responsibility. Any late payments shall be subject to a service charge of 1.5% per month of the amount due, or the maximum amount allowed by law, whichever is less, plus actual costs of collection. All rates will increase 5% on each anniversary of the Effective Date.

4. Term and Termination. This Agreement remains in effect until terminated in accordance with this Section 4. Either party may terminate this Agreement at any time when there is no Statement of Work then in effect by giving the other party thirty (30) days written notice. Either party may terminate this Agreement or any Statement of Work if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Following termination, 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidential Information), and 10 (Miscellaneous) will survive. Section 3 (Payment) will survive with respect to payments incurred prior to the effective date of termination.

5. Hire of Service Provider. Customer may wish to employ Service Provider directly following engagement of Service Provider under this Agreement. In such event, Customer shall pay Appirio a conversion fee (“Conversion Fee”). The Conversion Fee is payable if Customer hires Service Provider, regardless of the employment classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment. Customer shall also pay a conversion fee if the Service Provider is hired by a subsidiary, related company or separate company, as a result of Customer’s referral of Service Provider to that company. Notwithstanding the foregoing, any desired conversion of a Service Provider to employment with Customer shall occur after completion of any currently effective SOW(s) between Appirio and Customer relating to such Service Provider(s). In addition, any proposed conversion shall not constitute valid grounds to terminate such SOW(s) or obtain a refund or waiver of fees from Appirio set forth thereunder. The Conversion Fee will be owed and invoiced upon Customer (or such other party’s) hiring of Service Provider, and payment is due upon receipt of the invoice. The same calculation set forth below will be apply for part-time and full-time Service Providers that may be hired by Customer. The Conversion Fee equals the fee below, if any, according to the number of hours worked by the Service Provider:

Hours Billed On Assignment

Fee

0-160

25% of the first year annual salary

161-320

15% of the first year annual salary

321-480

5% of the first year annual salary

481 or more

No Fee

6. Limited Warranty; Customer Responsibilities.

6.1. Limited Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, APPIRIO MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS OR SERVICE PROVIDERS’ SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.

6.2. Customer Responsibilities.

6.2.1. Applicable Law and Status. Customer agrees it shall abide by all applicable laws and regulations in its engagement of Service Provider and utilization of Service Provider’s Services, and that it shall not engage in any discrimination, harassment, or other unlawful practices with respect to Service Provider(s) and its utilization of the Services. Customer acknowledges that Service Provider(s) are not employees of Appirio and are independent of Appirio. Customer shall maintain appropriate operational practices and controls to ensure that Service Provider(s) are properly characterized as independent contractor(s) of Customer.

6.2.2. Supervision. Customer acknowledges that it is solely responsible for supervising the Service Provider(s) and managing the project for which Service Provider is staffed, and that Appirio shall have no responsibility for provisioning or supervising Service Provider’s Services or managing or otherwise working on Customer’s project. Customer is solely responsible for all outcomes stemming from the assignment of Service Provider and projects on which Service Provider is staffed. Customer further agrees that as Service Provider will be under the management of Customer alone, Customer assumes sole responsibility for any damages caused by Service Provider while under the direction of Customer.

6.2.3. Scope and Conditions of Work. Customer will not permit or require any Service Provider to, on behalf of Customer: 1) perform Services outside of the scope of his or her assignment, without first executing a Change Order with Appirio; 2) to sign contracts or statements; 3) to sign, endorse, wire, transport, or otherwise convey cash, securities, checks, or any negotiable instruments or valuables; or 4) to operate machinery (other than office machines) or automotive equipment. Customer agrees to provide safe working conditions for Service Provider in accordance with industry standards and applicable law. If any assignment under this Agreement is for work to be performed under a government contract or subcontract, Customer will notify Appirio immediately of: 1) any obligations in the government contract or subcontract relating to wages; and 2) if Appirio is legally required to initiate E-verify verification procedures for any Service Provider(s).

6.2.4. Replacements. Customer must notify Appirio in writing within ten (10) business days of a Service Provider’s initial commencement of Services for Customer in the event that it is, in good faith, dissatisfied with a Service Provider’s performance. Appirio will use reasonable efforts to replace the resource and will waive the fees associated with such replacement personnel for up to five (5) business days to accommodate onboarding process; provided, however, that Appirio shall be obligated to replace personnel for the same assignment no more than two (2) times. The foregoing constitutes Customer’s sole and exclusive remedy.

7. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS) OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY KIND. IN NO EVENT SHALL APPIRIO’S LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO APPIRIO IN THE LAST TWELVE MONTHS UNDER THE APPLICABLE STATEMENT OF WORK AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PREVIOUS SENTENCE SHALL NOT APPLY WITH RESPECT TO ANY CLAIM ARISING UNDER SECTION 9 (CONFIDENTIAL INFORMATION). THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Indemnification. To the extent permitted by law, Customer will defend, indemnify, and hold Appirio and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all losses, and liabilities (including reasonable attorney’s fees) to the extent caused by or arising from: (i) any Service Provider claim or allegation (including, without limitation, any claim or allegation regarding an unsafe or hostile working environment provided by Customer); (ii) Customer’s breach of this Agreement; (iii) Customer’s failure to discharge duties and responsibilities set forth herein; or (iv) the negligence, gross negligence, or willful misconduct of Customer or Customer’s officers, employees, or authorized agents. Both parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve any Service Provider.

9. Confidential Information. Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their clients (“Confidential Information”). Both parties agree to hold such information in strict confidence and to not disclose such information to third parties or to use such information for any purpose whatsoever other than performing this Agreement as required by law. No knowledge, possession, or use of Customer’s Confidential Information will be imputed to Appirio as a result of the Service Provider’s access to such information. Customer may request that Service Provider execute Customer confidentiality and/or inventions assignment agreement(s), provided, however, that any such agreements shall not conflict with any terms and conditions hereof; Customer shall be responsible for obtaining Service Provider’s signature on any such agreement(s). Appirio shall not be responsible for the confidentiality obligations as between Customer and Service Provider, or for any conveyances of intellectual property or other proprietary materials as between Customer and Service Provider. Customer shall hold in confidence Service Provider’s resume, social security number, and other legally protected personal information. Customer agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification, or disclosure.

9.1. Exceptions. A receiving party’s nondisclosure obligation shall not apply to information which the receiving party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the receiving party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing party). The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10. Miscellaneous. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venturer of the other. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party shall assign this Agreement without the advance written consent of the other party, except that Appirio may assign this Agreement to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or part of Appirio’s assets or voting securities. Each party will maintain workers’ compensation insurance, commercial liability insurance, and employer’s liability insurance in accordance with applicable law and industry standards. Appirio typically conducts interviews with its Service Providers to assess skill and experience. Appirio has not engaged in any verification process other than such interviews. To the extent Customer requires additional verifications, Customer shall solely be responsible for obtaining the consents and covering the expenses associated with any such checks (e.g., screenings for drug use, or criminal background or credit checks). Any notice, report, approval or consent required or permitted under this Agreement will be sent to the address specified above. Any waiver by either party of any breach of this Agreement, whether express or implied, will not constitute a waiver of any other or subsequent breach. No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. For the duration of this Agreement and for twelve (12) months thereafter, Customer shall not solicit for employment any persons (with the exception of the Service Providers affiliated with the applicable engagements governed by this Agreement) employed or otherwise engaged by Appirio, whether or not such individual had direct interaction with Customer; the foregoing restriction includes, but is not limited to, persons who are Appirio employees, contractors or agents. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The terms and conditions hereof may be modified by Appirio in its sole discretion at any time. Neither party shall be liable to the other for any delay of failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York without regard to its conflicts of laws provisions. The jurisdiction and venue for actions related to this Agreement shall be the state and federal courts located in New York and both parties hereby submit to the personal jurisdiction of such courts. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. No provision of any purchase order or other business form (including but not limited to security access forms of any kind) employed by either party will supersede the terms and conditions of this Agreement, and any such document shall be for administrative purposes only and shall have no legal effect. Both parties agree that this Agreement and any Statements of Work hereto are the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.